BASIS VOLUME LIMITED TERMS AND CONDITIONS OF TRADING - JAN 2001

1. DEFINITIONS

1.1 Within these terms and conditions:-

1.1.1 The term ²Seller² means BASIS VOLUME LIMITED.

1.1.2 The term ²Buyer² means the person, firm or company to whom the Seller agrees to sell Goods.

1.1.3 The term ²Goods² means any item or part of an item supplied by the Seller to the Buyer under the terms of a contract for sale.

2. APPLICATION

2.1 Any quotation or estimate given by the Seller is deemed to be an invitation to treat and the contract between the Seller and the Buyer shall be constituted by, and no binding obligation on the part of the Seller shall arise until acceptance by the Seller, whether by the Seller’s formal acknowledgement or otherwise of the Buyers order.

2.2 All quotations are given, all orders are accepted and all contracts are entered into by the Seller for the sale of Goods subject to these terms and conditions and all previous terms and conditions of the Seller (and any terms and conditions stipulated by the Buyer) are hereby superseded and excluded unless otherwise expressly agreed in writing by the Seller.

2.3 These terms and conditions shall constitute the entire agreement between the Buyer and Seller for the supply of Goods. Any additions to or modifications of these terms and conditions must be in writing and authorised by the signature of a Director of the Seller.

3. CAPACITY OF BUYER

3.1 If the Buyer is acting on behalf of or as an agent for any other person, firm or company, he must notify the Seller of this face in writing prior to entering into a contract to purchase Goods from the Seller. In the absence of such notification the Buyer shall be solely responsible for performance of the contract.

3.2 In entering into any contract with the Seller, the Buyer warrants that (being a company) he is not insolvent (within the meaning of the Insolvency Act 1986 ) or (being an individual) he is not the subject of any order in bankruptcy and that he has full power and capacity to enter into the contract for the supply of Goods, and is over the age of 18.

4. INFORMATION

4.1 Any information provide by the Seller by word of mouth or in written form in any brochure, specification, drawing, catalogue, description, illustration, price list or advertising material represents an indication only of the Goods described and save as expressly provided in these terms and conditions shall not constitute any warranty or representation (whether express or implied) as to the quality of the Goods.

5. DELIVERY

5.1 Unless otherwise expressly agreed in writing the Seller shall procure delivery of the Goods to a single destination specified in any quotation or acceptance of order. The Buyer shall bear and there shall be added to the invoice price all costs including packing transport and insurance incurred by the Seller in effecting delivery on all orders below a minimum order value set by the Seller from time to time.

5.2 All orders are accepted by the Seller subject to availability of Goods. Any date for availability of the Goods or for delivery of the Goods or for delivery of the Goods supplied to the Buyer by the Seller (whether before or after contract) is an estimate only and shall not be binding on the Seller. Time of delivery shall not be of the essence of any contract and the Seller shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery within any such period of time.

5.3 In the event that a date for delivery is notified to the Buyer and the Seller is unable to deliver the Goods by such date, and the Goods shall not have been delivered within 15 days of such date either party may at its option (exercised by notice in writing) cancel the contract for the supply of Goods and in such circumstances neither party shall be liable in any manner arising out of the contract or in respect of such cancellation.

5.4 In the event that a date for delivery is notified to the Buyer and the Buyer fails to accept delivery of the Goods on the due date then:

(i) the Goods shall be deemed to have been delivered upon that date and the risk of destruction or loss or damage to the Goods shall thereupon pass to the Buyer; and

(ii) the Seller shall arrange for storage and insurance of the Goods until delivery is effected subject to reimbursement from the Buyer of all costs reasonably incurred by the Seller in connection with such storage and insurance; and

(iii) in the event that there shall have been any increase in the published prices of the Goods or the cost of delivery between the original delivery date so notified and the actual date of delivery, the Seller shall be entitled to charge the Buyer for the Goods at any such increased prices.

6. CANCELLATION

6.1 Save as provided in Clause 3.4 if at any time the Buyer purports to cancel the contact or refuses to accept delivery of the Goods, he shall become liable to the Seller for the total contract price of the Goods and any delivery charges incurred by the Seller less any amount (net of costs and expenses) which the Seller may realise from the sale or disposal of the Goods elsewhere.

7. ACCEPTANCE

7.1 The Buyer shall inspect the Goods immediately on delivery and shall notify the Seller in writing within 48 hours of any damage or defects noted and of any discrepancy between the Goods ordered and those received and the Buyer undertakes:

(i) to comply with any returns procedures and price protection of stock exchange arrangements which the Seller may apply from time to time; and

(ii) to comply in all respects with any freight carriers conditions or carriage for notifying claims for loss or damage in transit which may be applicable to the delivery of the Goods.

8. WARRANTY

8.1 Subject as set out in Clause 6.2 the Seller warrants that any of the Goods manufactured by the Seller shall be free from defects as a result of faulty materials or workmanship for a period of twelve months from the date of delivery to the Buyer. The Seller will at its sole discretion replace or repair any Goods or its own manufacture which are found and reported to the Seller to be defective as a result of faulty materials or workmanship, within one year of the date of delivery of the Goods to the Buyer provided that:

(i) the maximum liability of the Seller for such repair or replacement shall not exceed the total invoice value (exclusive of VAT and carriage) of the defective Goods; and

(ii) the Buyer shall have complied with all his contractual obligations to the Seller (including without limitation payment of all outstanding sums due); and

(iii) the Buyer has, at his sole cost, returned the allegedly defective Goods to the Seller for inspection PROVIDED THAT in the event that upon inspection the Seller replaces or repairs such Goods such reasonable costs of the Buyer shall be reimbursed to him by the Seller.

8.2 The Seller shall not be liable in respect of:

(i) defects in Goods which are not reported to the Seller within one year of delivery to the Buyer (or within 90 days of the goods being sold by the Buyer), whichever is sooner;

(ii) defects in Goods which are not manufactured by the Seller. In the event that any such Goods prove defective, the Seller will use all reasonable endeavours to enforce any manufacturers guarantee against the manufacturer on behalf of the Buyer, at the Buyer’s discretion and expense;

(iii) damage sustained in transit which has not been reported in writing to the Seller within 48 hours or delivery of the Goods to the Buyer and where the Buyer has not complied in all respects with the terms and conditions of the freight carrier used in such transit for justifying claims for loss or damage.

(iv) Goods which have become defective due to improper storage, incorrect use, use for purposes other than those indicated by the manufacturer or use other than according to the manufacturers instructions;

(v) any expenditure or loss of profits or other consequential loss howsoever caused.

8.3 The warranty given in Clause 6.1 is the sole warranty given by the Seller in respect of the Goods and any warranties or conditions whether expressed or implied by statute, common law or otherwise howsoever are hereby expressly excluded PROVIDED ALWAYS THAT nothing herein contained shall operate to exclude:

(i) any warranty or condition in the event of the Buyer dealing as a customer as defined by Section 12 of the Unfair Contract Terms Act 1977 where the exclusion or limitation of such warranty is forbidden by the terms thereof; or

(ii) limit or purport to exclude or limit any liability of the Seller when such exclusion or limitation is void or unenforceable under any applicable law.

8.4 Save as expressly provided in these terms and conditions the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury, loss or damage made by the Buyer against the Seller whether in contract of tort (including negligence on the part of the Seller, its servants or agents) arising out of any act, neglect or default of the Seller in the performance of this contract.

9. PRICE AND PAYMENT

9.1 Any price of the Goods quoted to the Buyer is exclusive of VAT unless otherwise stated or other similar tax which shall be charged (if appropriate) at the rate in force at the date of invoice. Invoices will be submitted as at the date of despatch.

9.2 Notwithstanding the terms of any acceptance of the Buyers order by the Seller the invoice price of the Goods shall be the Sellers list price at the date of delivery (less any discounts agreed in writing). The Seller reserves the right to vary the list price of the Goods at any time. The buyer shall have the right to cancel the order if the seller increases the list price subsequent to acceptance of the buyers order.

9.3 Payments shall be due on or before the 31st day following the date of invoice, unless specifically agreed otherwise in writing. Without prejudice to its other rights in connection with late payment, in the events that payment is not made by the due date:

(i) all sums outstanding to the Seller from the Buyer under this or any other contract between the parties shall immediately become due and payable; and

(ii) the Seller shall be entitled to charge interest at the rate of 2.5% per month on all outstanding payments.

(iii) the Seller shall be entitled to suspend all deliveries of Goods to the Buyer and at its option to terminate this contract or any other contract between the parties without any liability to the Buyer in respect of such termination.

9.4 The Seller may from time to time at its sole discretion impose such a limit on credit extended to the Buyer as it considers appropriate. In the event that such credit limit is exceeded at any time the Seller reserves the right to suspend delivery of Goods until such time as the Buyer has available credit within such limit in respect of the Goods ordered.

9.5 The Buyer shall not be entitled to withhold, suspend or set off payments for Goods delivered for any reason whatsoever.

10. TITLE AND RISK

10.1 The risk in the Goods will pass to the Buyer on receipt of the Goods by the Seller.

10.2 Notwithstanding Clause 8.1 the Goods shall remain the property of the Seller until the full purchase price of Goods comprised in this or any other contract between the parties has been paid by the Buyer and if payment is made by cheque until clearance has taken place.

10.3 Between the time of despatch of the Goods and the time when ownership passes to the Buyer as set out in 8.2 above, the Buyer shall have possession of the Goods solely as bailee for the Seller and during such period:

(i) the Buyer shall store the Goods in such a way that they can be readily identified as being the Sellers property; and

(ii) the Buyer shall on request inform the Seller of the precise location of each item of the Goods identified by supplying the Seller at the Buyers expense within 7 days of the Sellers request with a written schedule of the said location; and

(iii) the Buyer shall be at liberty to sell the Goods to third parties in the course of the Buyers business PROVIDED THAT the proceeds of sale shall be held on trust for the Seller; and

(iv) the Buyer shall return the Goods to the Seller on demand and the Seller shall be entitled to go upon the property of the Buyer and repossess and remove the Goods.

11. COPYRIGHT

11.1 The Buyer acknowledges that Goods supplied by the Seller incorporate copyright material protected by law in the UK and elsewhere and that the Goods can only be used in accordance with the terms of the licence granted by the Seller in respect of the Goods. Neither the Buyer nor the purchaser from the Buyer has any right to copy all or any part of the Goods in any manner whatsoever except as presented in any end user licence associated with the product. The Buyer further acknowledges that no title to or ownership in any software incorporated into the Goods is transferred to the Buyer or any subsequent purchaser of the Goods. The Buyer undertakes to use all reasonable endeavours to draw to the attention of any third party purchaser of the Goods the terms and conditions of the product licence and the restrictions upon use of copyright materials incorporated into the Goods.

11.2 The Seller has the sole right to negotiate with and defend any action or claim arising from any allegation that the Goods supplied infringe the copyright (or other intellectual property rights) of any third party.

11.3 The Buyer undertakes in all advertising or other documentation he produces relating to the Goods to annotate and attribute correctly all Trade and Registration marks.

12. THE GOODS

12.1 The Buyer undertakes not to add, subtract or change anything comprising the Goods supplied and to supply the Goods to third parties in such manner as they are delivered by Seller to Buyer.

13. GENERAL

13.1 Neither of the parties shall be liable to the other in respect of any claim arising hereunder where the same arises by reason of any act or cause beyond the reasonable control of such party.

13.2 The rights of the Seller shall not be prejudiced or restricted in any way by any indulgence or forbearance extended to the Buyer and no waiver by the Seller in respect of any breach by the Buyer shall operate as a waiver in respect of any subsequent breach.

13.3 These terms and conditions and any contract between the Seller and the Buyer incorporating the same shall be governed by and construed exclusively in accordance with English law.